Terms and Conditions

F.O.B. National Ultrasound, Duluth, Georgia. All

transportation, license fees, custom duties and other such

charges shall be paid by Buyer. There shall be added to the

prices shown on the attached Purchase Agreement the amount

of any applicable sales, use or other taxes, however designated,

levied or based on such prices or on this agreement or the sale

or use of the Equipment, including state and local privilege or

excise taxes based upon gross revenue, and any taxes or

amounts in lieu thereof. Any personal property taxes assessable

on the Equipment after delivery to the carrier shall be borne by

the Buyer. Payment/ billing terms are paid in advance.

Prices and Terms are subject to change without notice.

In the event that any item(s) are for any reason out of

stock, discontinued, or not capable of delivery, National

Ultrasound’s liability shall be limited to the refund of any

monies customer may have paid for such items that are not

deliverable.

2. SECURITY INTEREST AND TITLE. Seller retains, until

Buyer performs all of its obligations hereunder, including

without limitation, payment in full of the purchase price,

including all accessories and replacements thereto and the

proceeds thereof to secure performance of all such obligations

of Buyer. Buyer agrees, upon demand by Seller, to promptly

execute any financing statement, application, or registration of

other documents necessary and to take any other action deemed

necessary or desirable by Seller in order to perfect Seller’s

security interest. Buyer agrees to keep the equipment in good

order and repair until full purchase price has been paid. Buyer

shall not attempt to transfer an Interest in the Equipment until

said purchase price has been paid in full.

3. DEFAULT. Failure of Buyer to perform its obligations

hereunder, including but not limited to payment in full of

purchase price, insolvency, bankruptcy, assignment for the

benefit of creditors or dissolution, liquidation, or losing of

business by Buyer, shall constitute a default under this

Agreement and shall afford the Seller all remedies of a secured

party under the Uniform Commercial Code of the State of

Georgia.

4.RISK OF LOSS. Risk of loss or damage to the Equipment shall

pass to Buyer upon delivery of the Equipment to the Buyer

(regardless of whether payment has been made). Seller will

insure to full value the Equipment shipped or declare full value

thereof to the transportation company at the time of the

shipment. Confiscation or destruction of, or damage to the

Equipment following shipment shall not in any way affect the

Debility of Buyer to pay the purchase price. Buyer shall inspect

the Equipment upon receipt and notify Seller within 24 hours

following delivery when there is evidence of shipping damage.

Buyer’s failure to notify Seller of shipping damage within 24

hours of delivery shall constitute a waiver by Buyer of any such

claim.

5. ASSIGNMENT. This Agreement may not be assigned, in

whole or in part, without the written consent of the non-

assigning party.

6. ATTORNEY FEES. Buyer agrees to pay Seller’s reasonable

attorney fees and other costs and expenses incurred by Seller In

connection with the enforcement of this Agreement, whether or

not suit is ultimately filed.

harmless (including, without limitation, Seller’s reasonable

attorney fees and costs) from any claim arising out of or

relating to (a) damage, injury or claim arising from any fault or

neglect of Buyer, Buyers employees, agents and licensees, or

any person not party hereto, or (b) to the extent that

Equipment is manufactured according to Buyers specifications

and/or drawings, any charge that said Equipment infringes any

patent or other proprietary right.

8. ORDER CANCELLATION/RETURNED GOODS POLICY.

Buyer will be charged a minimum 15% restocking fee for all

returned goods and/or cancelled orders. Cancellations must be

in writing to National Ultrasound. Customer is responsible for

shipping costs related to cancelled orders and returned goods.

All returns MUST be issued a Return Merchandise

Authorization number. No credit will be given for items

returned to National Ultrasound without a Return Merchandise

Authorization number if customer claims the goods received

are non-conforming or defective, National Ultrasound shall

have commercially reasonable time in which to repair or

replace them with conforming goods, otherwise, National

Ultrasound’s restocking fee, shipping and other expenses

incurred by National Ultrasound as a result of this sale will be

charged to the customer

9. GOVERNING LAW. This Purchase Agreement and its

enforcement shall be governed by, and construed in

accordance with, the laws of the State of Georgia. All disputes

arising out of this Agreement shall be resolved by litigation.

The parties agree and stipulate that the proper venue for any

dispute between the parties shall be the State or Superior

Courts of Gwinnett County, Georgia, or the United States

District Court for the Northern District of Georgia.

10. ENTIRE AGREEMENT. This Agreement, (which

consists of the attached PURCHASE AGREEMENT and any

other necessary documents) constitutes the entire

understanding between the parties and supersedes all

proposals, oral or written, and all other communications

between the parties relating to the subject matter. Any

modification of this Agreement must be in writing and signed

by all parties to this Agreement. The Terms and Conditions of

this Agreement will govern Buyer’s order and any provision of

Buyer’s own purchase order, which in any manner differs

from, or is in addition to the provision (s) of the Agreement,

shall be of no force or effect. By signing this Agreement,

Buyer expressly agrees to be bound by the terms and

conditions hereof, not withstanding any terms and conditions

in Buyer’s purchase order form to the contrary. Seller’s

acceptance of Buyer’s order is expressly made conditional of

Buyer’s consent to the terms of this Agreement. Any

acknowledgement, which in a manner differs from or is in

addition to the provision(s) of this Agreement, shall be of no

force or effect.

11. VALIDITY. If any provision(s) of this Agreement shall

be held to be invalid, illegal or unenforceable, the validity,

legality, and enforceability of the remaining provision shall

not in any way be affected or impaired thereby.

12. WARRANTY/WARRANTY INVALIDATION.

National Ultrasound’s Warranty, if any, will be immediately

VOID if any attempted or actual repairs or extraordinary

maintenance on the equipment are not performed by National

Ultrasound or by an approved repair or maintenance center

that has been authorized by National Ultrasound in writing.

The Improper or incorrect assembly of equipment or any

misuse will also VOID any warranty. National Ultrasound is

not responsible for any repair or service costs incurred by

customer, whether or not the item is under warranty, without

prior written authorization of the National Ultrasound.